**EXHIBIT
      31.2**




**CERTIFICATION
      OF CHIEF FINANCIAL OFFICER**




I,
      William M. Salters, certify
      that:









1.  I
      have reviewed this
      quarterly report on Form 10-Q of Britton & Koontz Capital
      Corporation;




2.  Based
      on my knowledge,
      this report does not contain any untrue statement of a material fact or omit
      to
      state a material fact necessary to make the statements made, in light of the
      circumstances under which such statements were made, not misleading with respect
      to the period covered by this report;




3.  Based
      on my knowledge,
      the financial statements, and other financial information included in this
      report, fairly present in all material respects the financial condition, results
      of operations and cash flows of the registrant as of, and for, the periods
      presented in this report;




4.  The
      registrant’s other
      certifying officer and I are responsible for establishing and maintaining
      disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
      and 15d-15(e)) for the registrant and have:




a)
      designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities, particularly
      during the period in which this report is being prepared;





b)
      evaluated the effectiveness of the registrant’s disclosure controls and
      procedures and presented in this report our conclusions about the effectiveness
      of the disclosure controls and procedures, as of the end of the period covered
      by the report based on such evaluation; and





c)
      disclosed in this report any change in the registrant’s internal control over
      financial reporting that occurred during the registrant’s most recent fiscal
      quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
      that has materially affected, or is reasonably likely to materially affect,
      the
      registrant’s internal control over financial reporting; and





5.  The
      registrant’s other
      certifying officer and I have disclosed, based on our most recent evaluation
      of
      internal control over financial reporting, to the registrant’s auditors and the
      audit committee of the registrant’s board of directors (or persons performing
      the equivalent functions):





a)
      all
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the registrant’s ability to record, process, summarize and
      report financial information; and





b)
      any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the registrant’s internal control over financial
      reporting.











Date:
            August
                13, 2007
            /s/
              William M. SaltersWilliam
                M. SaltersChief
                Financial Officer